Payment of Allowed Claims Sample Clauses

Payment of Allowed Claims. As promptly as is practicable, and in any event within fifteen days, after a Claim (or a portion thereof) is determined to be an Allowed Claim, or if at the time a Notice of Claim with respect to such Claim (or portion thereof) was given in accordance with Section 4(a), such Claim was not liquidated in amount, then as promptly as practicable after the later to occur of (i) such Claim (or portion thereof) becoming an Allowed Claim in accordance with the provisions of Section 4(b) above and (ii) such Claim (or portion thereof) becoming liquidated and written notice thereof is given by LeukoSite to the Escrow Agent and the Stockholders' Representatives, the Escrow Agent will release from escrow and deliver to LeukoSite a number of Escrowed Securities (to the extent Escrowed Securities remain available) sufficient to satisfy such Claim (or portion thereof), registered to LeukoSite. For purposes of calculating the number of Escrowed Securities to be delivered to LeukoSite pursuant to this Section 4(c), the cash value of each share of LeukoSite Stock and of the Merger Conversion Shares shall be conclusively deemed to equal $11.88 per share (such dollar figure to be proportionately adjusted to reflect stock splits, stock dividends, reverse stock splits, and other recapitalizations, reorganizations and similar events affecting LeukoSite Common Stock and occurring after the date of this Agreement, notice of which having been given to the Escrow Agent.).
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Payment of Allowed Claims. As promptly as is practicable, and in any event within fifteen (15) days, after a Claim (or a portion thereof) is determined to be an Allowed Claim, or if at the time a Notice of Claim with respect to such Claim (or portion thereof) was given in accordance with Section 4(a), such Claim was not liquidated in amount, then as promptly as practicable after the later to occur of (i) such Claim (or portion thereof) becoming an Allowed Claim in accordance with the provisions of Section 4(b) above and (ii) such Claim (or portion thereof) becoming liquidated and written notice thereof is given by Cubist to the Escrow Agent and the Shareholders' Representative, the Escrow Agent will, FIRST, release from escrow and deliver to Cubist a number of Escrowed Securities (to the extent Escrowed Securities remain available), registered to Cubist, and, SECOND, the amount of cash (to the extent cash is available) in the Escrow Fund, sufficient to satisfy such Claim (or portion thereof). Notwithstanding the foregoing provisions of this Section 4(c), no payment shall be made to Cubist under this Section 4(c) with respect to any Section 4.2(b) Claim until the later of (i) the business day immediately following the Cut-Off Date (as defined in Section 5(a) below), (ii) the date on which there are no Disputed Claims arising under Section 4.2(a) of the Shareholders' Agreement, or (iii) if such Section 4.2(b) Claim is a Disputed Claim, the date on which such Section 4.2(b) Claim is required to be paid pursuant to Section 5(b) or Section 5(c) hereof, whereupon the Escrow Agent shall, FIRST, release from escrow and deliver to Cubist a number of Escrowed Securities (to the extent that Escrowed Securities remain available) sufficient to satisfy such Section 4.2(b) Claim (but in no event shall the number of such Escrowed Securities released be greater than the PRO RATA interest (determined in accordance with the respective percentage interests in the Escrow Fund of the Shareholders as set forth on SCHEDULE 1 attached hereto) in the Escrowed Securities that remain available at such time of the Shareholder against whom such Section 4.2(b) Claim is made), and SECOND, release from escrow and deliver to Cubist an amount of cash (to the extent that cash is available) sufficient to satisfy such Section 4.2(b) Claim (but in no event shall the amount of cash released be greater than the PRO RATA interest (determined in accordance with the respective percentage interests in the Escrow Fund of the Sh...
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Payment of Allowed Claims. First Priority and Second D. Priority Payments........................................... 9
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Payment of Allowed Claims. A claim for Taxes against any member of the Eldex-Xxxxxxx Xxxgroup that is treated as an allowed claim for bankruptcy purposes shall be the responsibility of the Eldex-Xxxxxxx Xxxgroup.
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Payment of Allowed Claims. During the term of this Escrow ------------------------- Agreement, the Escrow Agent shall deliver to Semtech Escrow Shares having a value equal to the amount of any claim allowed in accordance with the provisions of Section 3, free and clear of any interest of the Shareholders therein, effective on the business day next following the day on which the claim is allowed, or as soon thereafter as reasonably practicable. For purposes of such payment, the per share current market value of such shares shall be equal to the closing price for Semtech Shares as reported on NASDAQ-NMS on October 4, 1995. To the extent that any claim allowed hereunder would require the issuance of fractional shares, the amount of such claim shall be rounded to the nearest amount such that the issuance of fractional shares shall not be required.
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Payment of Allowed Claims 
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Related to Payment of Allowed Claims

  • Payment of All Fees The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).

  • Payment of Amounts The Death Benefit payable on the death of the Owner, or after the death of the first Owner, or upon the death of the spouse who continues the Contract, will be distributed to the designated Beneficiary(s) as follows:

  • Payment of Salary and Receipt of All Benefits Employee acknowledges and represents that, other than the consideration set forth in this Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to Employee.

  • Disputed Claims 4.1 Notwithstanding paragraph 4.5 of this Schedule, payment by the Authority of all or any part of any invoice rendered or other claim for payment by the Contractor shall not signify approval of such invoice/claim. The Authority reserves the right to verify invoices/claims after the date of payment and subsequently to recover any sums which have been overpaid.

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

  • Payment of Claims A. If advance payment of all or a portion of the Grant funds is permitted by statute or regulation, and the State agrees to provide such advance payment, advance payment shall be made only upon submission of a proper claim setting out the intended purposes of those funds. After such funds have been expended, Grantee shall provide State with a reconciliation of those expenditures. Otherwise, all payments shall be made thirty five (35) days in arrears in conformance with State fiscal policies and procedures. As required by IC § 4-13-2-14.8, all payments will be by the direct deposit by electronic funds transfer to the financial institution designated by the Grantee in writing unless a specific waiver has been obtained from the Indiana Auditor of State.

  • Compromise Payment As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication in a decision on the merits by a court, or by any other body before which the proceeding was brought, that such Covered Person either (a) did not act in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust or (b) is liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office, indemnification shall be provided if (a) approved as in the best interest of the Trust, after notice that it involves such indemnification, by at least a majority of the Trustees who are disinterested persons and are not Interested Persons (provided that a majority of such Trustees then in office act on the matter), upon a determination, based upon a review of readily available facts (but not a full trial-type inquiry) that such Covered Person acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust and is not liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office, or (b) there has been obtained an opinion in writing of independent legal counsel, based upon a review of readily available facts (but not a full trial-type inquiry) to the effect that such Covered Person appears to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust and that such indemnification would not protect such Covered Person against any liability to the Trust to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. Any approval pursuant to this Section shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with this Section as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust or to have been liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office.

  • Indemnity Claims A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

  • Insured Claims To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Company; or

  • 506(c) Claims Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on a parity with the Liens securing the Senior Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

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